Can Assignee be treated as non-related party and voted in CoC meetings when Financial Debt transferred by related party Financial Creditor on an arm-length transaction during ongoing CIRP – Peanence Commercial Pvt. Ltd. and Anr. Vs. Mamta Binani, RP for Rolta India Ltd. – NCLAT New Delhi
In this case, Rolta Pvt. Ltd. entered into MoU with Peanence Commercial Pvt. Ltd. for assignment of debt for a one-time consideration. It was argued that the Assignment for consideration of Rs.50 Crore is an arm-length transaction and Peanence Commercial Pvt. Ltd. is not a related party to the Corporate Debtor nor there is any disqualification attached to the Assignee to be part of the Committee of Creditors.
Hon’ble NCLAT held that:
(i) Present is a case where in fact no assignment has taken place. What is entered between the parties is agreement for assignment that is contingent on approval by the Resolution Professional that Assignee will be given a seat in the CoC.
(ii) The Adjudicating Authority has rightly noticed the judgment of the Hon’ble Supreme Court in Phoenix ARC Pvt. Ltd. vs. Spade Financial Services Ltd. & Ors. (2021) ibclaw.in 03 SC.
(iii) At this stage, the Assignment Agreement which has been entered by the parties and has been communicated to the Resolution Professional, clearly indicates that Rolta Pvt. Ltd. is trying to bring its Assignee to create hurdles and delay in the CIRP of the Corporate Debtor.